Based upon the foregoing, and subject to the specific assumptions, qualifications and reliances herein
set forth, and on the basis of my consideration of such facts and laws as I have deemed necessary for purposes of this opinion letter, it is my opinion that: 

  


1. The Lessor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware
and has the company power and authority to execute, deliver and carry out the terms of the Lease Agreement. 

  

 2. AFS is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware and has the
corporate power and authority to execute, deliver and carry out the terms of the Guaranty. 

  

 3. The Lease Agreement has been duly authorized, executed and delivered by the Lessor and the Guarantee has been duly authorized, executed
and delivered by AFS. 

  

 4. Neither the
execution of and delivery by the Lessor of the Lease Agreement nor the consummation of any of the transactions by the Lessor contemplated thereby (a) requires the consent or approval of, the giving of notice to, or the registration with, or the
taking of any other action with respect to, any governmental authority or agency of the State of New York or the Federal Government of the United States or under the Delaware Limited Liability Company Act; or (b) violates any applicable law,
governmental rule or regulation of the State of New York or the Federal Government of the United States or any governmental authority or agency thereof or of the Delaware Limited Liability Company Act.